Manning completed 27-of-35 passes for 291 yards for Denver (5-3), which has won three straight.

Eric Decker caught eight balls for 99 yards and two scores, while Demaryius Thomas finished with six receptions for 77 yards for the AFC West-leading Broncos.

Andy Dalton went 26-for-42 through the air for 299 yards with a touchdown and interception for the Bengals (3-5), who have dropped their last four.

"We've lost four games in a row. We have a hard road to go," Bengals coach Marvin Lewis said. "I don't know anything to do but to grind harder, get guys in better position, be more competitive at things we are doing and keep going."

Jermaine Gresham paced all receivers with 108 yards on six catches. A.J. Green added 99 yards and a touchdown on seven receptions in defeat.

The Bengals started their first possession of the third quarter trailing 17-3 after Trindon Holliday took the opening kickoff of the second half 105 yards up the middle for a touchdown.

On the fourth play of the drive, Dalton found Gresham all alone near the left sideline after scrambling away from pressure and the tight end rumbled down the field for a 52-yard gain.

Dalton then hit Green in the right side of the end zone two plays later for a 10-yard touchdown to bring the Bengals back within seven.

Denver marched all the way down to the Cincinnati 9-yard line on its next touch, but Terence Newman stepped in front of a Manning pass in the end zone to halt the drive.

The Bengals capitalized on the turnover as Dalton hit Mohamed Sanu on a slant for a 34-yard gain to cross midfield, setting up Mike Nugent's 49-yard field goal to make it a 17-13 game with 1:17 left in the third quarter.

Newman then intercepted Manning's next pass on the Broncos' ensuing drive to give the ball to Cincinnati at the Denver 27.

Cincinnati was again able to take advantage of the turnover as Green's 19-yard catch-and-run moved the ball to the two before BenJarvis Green-Ellis pushed his way across the goal line, giving the Bengals a 20-17 edge less than a minute into the fourth quarter.

But Denver answered with a score of its own to retake the lead as Decker's 30- yard reception on a 3rd-and-3 moved the ball into Cincinnati territory before a defensive pass interference penalty in the end zone on Adam Jones placed the ball at the Bengals' one.

Joel Dreessen hauled in a 1-yard score on the next play to give Denver a four- point lead with 11:47 to play.

Denver then used an interception to add to its advantage as Champ Bailey grabbed an underthrown Dalton pass on a 3rd-and-25 to set the Broncos up at the Cincinnati 46.

Willis McGahee carried the ball six times for 31 yards on the trek, which Decker capped with a leaping grab over a defender in the right side of the end zone for a 4-yard touchdown with 3:36 remaining in the game.

Nugent's 41-yard field goal brought the Bengals within 31-23 with 52 seconds left, but they failed to recover an onside kick and Denver was able to run out the remainder of the clock.

"We knew this was going to be a tough game," Broncos coach John Fox said. "They are a talented football team. They are well coached and I think Marvin (Lewis) had them ready to play. I was proud of our guys for hanging in there and finding a way to get that score at the end."

The Broncos started their first possession of the game at their own 20 after forcing a punt, and Manning converted a pair of third downs through the air before a 21-yard reception by Decker set up Matt Prater's 43-yard field goal.

Cincinnati later took over on offense at its own 33 after the teams traded punts, and Green's 37-yard catch down the right sideline highlighted a 10- play, 57-yard drive that Nugent capped with a 28-yard field goal to knot the game at 3-3 with 14:12 left in the second quarter.

Denver regained the lead on its next touch, though, as Manning found Thomas deep down the left sideline for a 45-yard gain to move the ball to the Cincinnati 21.

Three plays later, Decker caught a short pass to the left and fought off a defender as he pushed his way across the goal line for a 13-yard touchdown.

Brandon Tate returned the ensuing kickoff 43 yards to give the Bengals the ball at their own 44, but a holding penalty and a sack moved them backwards and they were forced to punt.

Nugent missed a 46-yard field goal wide right as time expired in the half to keep it a 10-3 game at the break.

Game Notes

Decker has now scored a touchdown in five straight games ... Green has caught a touchdown pass in seven straight games ... Denver has won 15 of the last 18 meetings between the teams and leads the all-time series 19-8 ... Manning improved to 8-0 against Cincinnati in his career ... Cincinnati went 5-for-14 on third-down conversions, while Denver was 9-for-14 on third downs ... The Bengals outgained the Broncos, 366-359.